For the certificates to be listed, the equity shares which the certificates represent must be fully paid and free from all liens and from any restriction on the right of transfer (except any restriction imposed for failure to comply with a notice under section 793 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)).

LR 21.6.6G01/07/2018

1The FCA may modify LR 21.6.5R to allow partly paid equity shares if it is satisfied that their transferability is not restricted and investors have been provided with appropriate information to enable dealings in the equity shares to take place on an open and proper basis.

1The FCA may, in exceptional circumstances, modify or dispense with LR 21.6.5R where the issuer has the power to disapprove the transfer of equity shares if the FCA is satisfied that this power would not disturb the market in those equity shares.

LR 21.6.8R01/07/2018

(1)

1For the certificates to be listed, the applicant must demonstrate that the rights attaching to the equity shares which the certificates represent are capable of being exercised by the holders of the certificates as if they were the holders of the relevant equity shares.

(2)

For the certificates to be listed, the applicant must demonstrate that it has arrangements in place which enable the holders of the certificates to exercise the rights attaching to the equity shares which the certificates represent as if they were the holders of the relevant equity shares.

For the purposes of paragraph (1), account may also be taken of holders in one or more states that are not EEA States, if the certificates are listed in the state or states.

(3)

For the purposes of paragraph (1), a sufficient number of certificates will be taken to have been distributed to the public when 25% of the certificates for which application for admission has been made are in public hands.

(4)

For the purposes of paragraphs (1), (2) and (3), certificates are not held in public hands if they are:

1The FCA may modify LR 21.6.18R to accept a percentage lower than 25% if it considers that the market will operate properly with a lower percentage in view of the large number of certificates of the same class and the extent of their distribution to the public.

1When calculating the number of certificates for the purposes of LR 21.6.18R(4)(a)(v), holdings of investment managers in the same group where investment decisions are made independently by the individual in control of the relevant fund and those decisions are unfettered by the group to which the investment manager belongs will be disregarded.

Additional requirements for a depositary

LR 21.6.25R01/07/2018

1A depositary that issues certificates representing shares must maintain adequate arrangements to safeguard certificate holders’ rights to the equity shares to which the certificates relate, and to all rights relating to the equity shares and all money and benefits that it may receive in respect of them, subject only to payment of the remuneration and proper expenses of the issuer of the certificates.